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How to Appoint the Representative of the Legal Person Authorized Signature in Joint Stock Companies in Turkey?

October 13, 2021

Joint Stock Company Representation Transaction

The request number should be obtained by making an application in the Central Registry System and an application should be made to the regional representative without an appointment.

1-) Petition

  • It should be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the power of attorney should be attached and the accompanying document should be included.

2-) Decision of the Board of Directors (1 notarized copy)

  • In addition to the name and surname of the authorized member of the board of director(s) in the decision, the place of residence, citizenship and the Republic of Turkey identification numbers (tax number for foreign persons or identification number for foreign persons) should be stated.

3-) At least one member of the board of directors must have the authority to represent the company.

4-) Signature declaration of authorized persons, prepared in accordance with Article 40 of the Turkish Commercial Code

5-) For foreign authorized persons, a notarized copy of the passport must be submitted.

6-) Approved residence permit if the residence addresses of foreign authorized persons are in Turkey

7-) If there is a foreign legal authorized entry, the tax number should be stated in the decision of the board of directors.

If the legal signatory is a Turkish citizen but has a commercial residence outside of Istanbul, the Trade Registry Office where the legal shareholder is registered, the Trade Registry number / tax identification number and the Central Registry Registration System number should be stated in the decision.

Explanation Regarding the Decisions Related to the Distribution of Duties and Powers in Joint Stock Companies with a Member of the Board of Directors of a Legal Entity and the Notification of a Natural Person Determined by the Legal Entity on behalf of the Legal Entity

  • In joint stock companies with a member of the board of directors of a legal entity, duties and powers should be given to the member of the board of directors of the legal entity in the distribution of duties, representation and binding decisions. In addition, the name-surname, place of residence, citizenship, TR Identity Number of the real person representative of the legal person board member in the decision. If it is a foreign person, the tax number or the foreigner’s identification number must be specified. If the residence address of the foreign real person representative is in Turkey, a residence permit must be attached.

REGARDING THE SIGNATURE STATEMENT TO BE SUBMITTED IN CASE THE AUTHORIZED MEMBER OF THE BOARD OF DIRECTORS IS A LEGAL PERSON IN JOINT STOCK COMPANIES

In joint stock companies, the signature statement of the representative of the legal person elected as a member of the board of directors should be issued under the title of the company he/she represents, provided that the title of the original company is also stated.

Example:

The practical signatures that I will put on behalf of A Tekstil Anonim Şirketi, which has been appointed as a member of the board of directors of the company named B Turizm Anonim Şirketi, are as follows.

On behalf of A Tekstil Anonim Şirketi;

Real Person’s Name Surname

Signature

Please contact us for your questions regarding the appointment of a real person representative of a joint stock company management legal person board member in Turkey. info@karenaudit.com


Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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How can a Board Member in Joint Stock Companies in Turkey Resign and be Assigned?

October 11, 2021

The request number should be obtained by making an application in the Central Registry System and an application should be made to the regional representative without an appointment.

1-) Petition

  • It should be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the power of attorney should be attached and the accompanying document should be included.

2-) Decision of the Board of Directors (1 notarized copy)

3-) In case the legal person is elected to the board of directors, notarized copy of the authorized body decision (In case the legal entity is a foreign person, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made) of the legal person board member, taken together with the legal person and on behalf of the legal person, including the real person’s name, surname, address, nationality and TR identity number (tax number for foreign persons or identification number for foreign persons), and if a foreign natural person is determined on behalf of the legal person and this foreign natural person is also residing in Turkey, the residence permit and a notarized copy of the passport with Turkish translation.

4-) If the member of the board of directors of the legal person is a foreign person, the document containing the current registry records of the legal person (This document must be approved by the Turkish Consulate in the country the company is subject to or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.)

5-) The tax number should be stated in the board of directors decision of the foreign legal member of the board of directors.

6-) If the member of the Legal Board/signatory is of Turkish nationality but the commercial residence is outside of Istanbul, the Trade Registry Office where the legal partner is registered, the Trade Registry number/tax identification number and the Central Registry Registration System number must be stated in the decision/amendment agreement.

7-) A document stating that the member appointed to the Board of Directors accepts the duty must be submitted. In this document, the place of residence, nationality, identity number if it is a Turkish citizen. If it is a foreign person, the tax number or the identification number for foreign person must be specified, if it is a foreign person, a certified copy of the passport and a certified residence permit for the foreign person residing in Turkey must be attached.

Please contact us for your questions regarding the resignation of a joint stock company board member and the appointment of a new member in Turkey.

info@karenaudit.com


Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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How to Increase Capital in Joint Stock Companies in Turkey?

October 10, 2021

We will provide information in this article about capital increase in Joint Stock Companies in Turkey.

Transaction of Joint Stock Company Registered Capital Increase

A request number should be obtained from the Central Registry System and an application should be made to the regional representative without an appointment.

The Board of Directors determines the principles of exercising the right to buy new shares with a decision and gives the shareholders at least fifteen days for this decision. Prior to the registration of the capital increase, this decision regarding the determination of the principles for the exercise of the right of the board of directors to purchase new shares should be registered and announced. (This issue is not requested if the decision is taken unanimously and with the participation of all partners in the general assembly where the capital increase is discussed.)

1-) Petition

  • It should be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the power of attorney should be attached, and the accompanying document should be included.

2-) Notarized meeting minutes from the General Assembly resolution book regarding the capital increase in the basic capital system, and notarized copy of the resolution of the board of directors in the registered capital system (1 copy)

3-) Ministry representative assignment letter

4-) List of Attendants

5-) Amendment text as accepted in the general assembly showing that all the shares constituting the increased capital have been committed (1 copy)

6-) Permission or opinion letter for companies whose Articles of Association are subject to the permission or approval of the Ministry or other official institutions.

7-)  Statement issued by the board of directors according to the type of capital increase (as per article 457 of the Turkish Commercial Code)

😎 If the capital increase is made only from internal resources or through capital commitment or from internal resources together with capital commitment, certified public accountant’s report or independent accountant financial advisor’s report (The report should include the statement that the capital is protected according to the Turkish Commercial Code 376, according to the last balance sheet. In the report, the determination of the equity should be written numerically and the calculation table should be included, the balance sheet date should not be older than 6 months) and activity certificate, or the auditor’s report on these determinations in companies subject to audit, stating that the entire capital is paid, whether it is unrequited and the amount covered by internal resources for the determination of the company’s equity actually exists within the company. (If the capital increase is covered by the joint receivables, it should be clearly stated in the Certified Public Accountant’s report that the amount in the joint receivables account originates from CASH BORROWING. If the joint receivables are not due to cash borrowing, the Expert Report and the Expert Appointment Letter must be submitted)

9-) In case the capital increase is made only from internal resources, a sworn public accountant or certified public accountant’s report stating that the company’s capital is protected within the equity and the amount increased from internal resources actually exists within the company, or, in companies subject to audit, the auditor’s report on these determinations and the financial advisor activity document

10-) The original or certified copies of the expert’s report on the valuation prepared by the court-appointed expert regarding the determination of the value of the enterprises to be acquired and capital in kind during the capital increase with the capital in kind and the original or certified copies of the court’s expert appointment letter

11-) A letter from the relevant registry stating that there is no restriction on the capital in kind.

12-) Document showing that the immovable, intellectual property rights and other values placed as capital in kind are annotated to the registries where they are registered.

13-) In case of limitation or removal of priority rights, Board of Directors report showing the reasons for this, the reasons for issuing new shares with and without premium, and how the premium is calculated (2 copies)14-) Four out of ten thousand of the capital must be deposited to the chamber counter of the Competition Authority’s share.

15-) Regarding the payment of the minimum amount specified in the law or the Articles of Association; Bank letter showing the name, surname/title of the company partners who deposited money into the bank account opened, the amounts deposited by each partner and the total deposited amount

  • If all or part of the company’s capital is committed in cash, at least 1/4 of the nominal value of the shares committed in cash must be paid before the registration and the remaining part must be paid within twenty-four months following the registration of the company.

16-) If the shares representing the capital in the new form of the capital clause of the articles of association are not included in the amendment text, in case of using the attached subsidiary undertaking sample of the subsidiary undertakings signed by the subscriber, which is drawn up in accordance with Article 459 of the Turkish Commercial Code, the cash must be filled in for all partners participating in the capital increase and signed by all partners.

17-) If the decision of the general assembly to amend the Articles of Association, to authorize the board of directors to increase the capital and the decision of the board of directors to increase the capital violate the rights of the privileged shareholders, a notarized copy of the resolution to be taken by the special assembly of privileged shareholders, a list containing at least the number of signatures of those who voted negatively for the general assembly resolution, and a common notification address.

18-) Unless the cash values of the shares are fully paid, no increase can be made through capital commitment. If the increase cannot be registered within three months from the date of the general assembly or Board of Directors decision, the decision of the general assembly or the board of directors and, if taken, the permission becomes invalid. (Turkish Commercial Code 456/3)

In order to increase the capital through capital commitment in joint stock companies that have the funds allowed by the legislation to be added to the capital in their balance sheets and that are not open to the public or that do not apply to the Capital Markets Board to go public, funds as well as the amount of capital increase to be made through capital commitment should be converted into capital simultaneously. Capital can be increased by committing a higher amount of capital than the amount of funds simultaneously, without the funds being converted into capital or while the funds are being converted into capital, subject to the condition that all shareholders are represented at the general assembly meeting to be held for this purpose and that the decision on the capital increase is taken unanimously.

CALCULATION EXAMPLES OF CAPITAL INCREASE PREPARED IN ACCORDANCE WITH THE COMMUNIQUÉ ON THE PRINCIPLES AND PROCEDURES REGARDING THE IMPLEMENTATION OF ARTICLE 376 OF THE TURKISH COMMERCIAL CODE NO. 6102

Example 1:  (In case of negative equity)

Capital: 60.000 TL

Equity: -25.000 TL (minus)

Formula: (Capital + Equity) x 2 = Final Capital

(60.000 TL + 25.000 TL) x 2 = 170,000 TL It is necessary to increase the capital to at least 170.000 TL, and the remaining 110,000 TL must be paid in full. In this case, together with the payment of 110.000 TL, the final capital of 85.000 TL, which is half of 170.000 TL, and the loss of 25.000 TL, as mentioned in the communiqué, are covered

Example 2: (In case the equity is plus and within the scope of 376)

Capital: 70.000 TL

Equity: 8.000 TL (plus)

Formula: (Half of existing capital – equity) x 2 = Amount of Capital to Increase

(35.000 TL – 8.000 TL) x 2 = 54.000 TL The capital must be increased to at least 70.000 TL + 54.000 TL = 124.000 TL. The remaining 54,000 TL must be paid in full. In this case, when the existing equity, which is 8.000 TL, is added to the 54.000 TL paid, a total of 62.000 TL, as mentioned in the communiqué, is half of the last capital.

Important Note: The above amounts have been determined according to the minimum amount to be paid. Amounts to be paid may vary according to the last capital.

Please contact us for your questions regarding joint stock company capital increases in Turkey. info@karenaudit.com


Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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How are Joint Stock Company General Assembly Meetings held in Turkey?

October 9, 2021

We will provide brief information in this article about the procedures regarding the annual general assembly meetings of Joint Stock Companies in Turkey.

Joint Stock Company General Assembly Transactions

The request number should be obtained by making an application from the Central Registry System and an application should be made to the regional representation of the trade registry offices in the provinces without an appointment.

1-) Petition

  • It should be signed by the authorized person with the company stamp, if signed by proxy, the original or certified copy of the Power of Attorney should be attached, and the accompanying document should be included.

2-) Notarized meeting minutes from the general assembly resolution book (1 copy)

3-) List of Attendants (Table showing the shareholders attending the meeting)

4-) Ministry representative appointment letter (at meetings where a ministry representative is required)

5-) In case of participation by proxy, the original Power of Attorney issued in the presence of a notary public must be submitted in the general assemblies of a single shareholder joint stock company where there is no representative of the Ministry. (Detail)

Warning:

Companies subject to independent auditing are required to elect an independent auditor for one year in accordance with Turkish Commercial Code 399 at the general assembly, and at the general assembly, the auditor must have full title, address information, tax identification number, trade registry office to which he is affiliated, registration number and Central Registry Registration System number.

Note:

  • In case there is more than one legal person in the board of directors /management board, a real person must be determined separately for each legal person.
  • For more than one legal entity, the same natural person should not be designated as the representative.
  • In case the legal person is elected to the board of directors, notarized copy (In case the legal entity is a foreign national, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made) of the authorized body decision of the legal person board member, taken together with the legal person and on behalf of the legal person, including the name, surname, address, nationality and TR Identity number of the real person (tax number for foreign person or identification number for foreign person) determined by the legal person and if a foreign national is determined on behalf of the legal person and this foreign person is also residing in Turkey, residence permit
  • If the member of the board of directors of the legal person is a foreign national, the document containing the current registry records of the legal person (This document must be approved by the Turkish Consulate in the country the company is subject to or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.)
  • If there is a foreign legal authorized signatory / member of the board of directors, the tax number should be stated in the minutes of the general assembly.
  • If the member of the Legal Board of Directors is of Turkish nationality, but his/her commercial residence is outside of Istanbul, the Trade Registry Office where the legal partner is registered, the Trade registry number / tax identification number and CRS number must be specified in the decision/amendment agreement.

WARNING:

  • The internal directive to be prepared in accordance with the provisions of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” must be submitted for approval at the first ordinary/extraordinary general assembly meeting to be held. Under the internal directive regarding the general assembly meeting procedures and principles, the signature of the member of the board of directors and the chairman of the meeting must be present, and the text of the internal directive must be submitted as a copy.

Explanation on the Statement of the Natural Person Designated by the Legal Entity on behalf of the Legal Entity

  • In joint stock companies with a member of the board of directors of a legal entity, the duties and authority should be given to the member of the board of directors of the legal entity, in the distribution of duties and representation decisions. Also, the name-surname, place of residence, citizenship, TR Identity Number of the real person representative of the member of the board of directors of the legal entity, tax number if it is a foreign national, or the identification number for foreigners should be stated. If the residence address of the foreign national real person representative is in Turkey, a residence permit must be attached.
  • If the board of directors is elected in the general assembly and the authority to represent has not been determined, the signature statement with the company title of all members of the board of directors. If the authority to represent is determined, the signature statement with the company title belonging only to the persons authorized to represent
  • The TR identification numbers of the members of the board of directors (tax number of foreign person or identification number for foreign person) must be specified.
  • In the event that non-shareholders are elected as members of the board of directors at the general assembly meeting, a written statement stating that they are candidates for this position or that they accept the task.
  • In this document, the place of residence, nationality, identity number if a Turkish citizen, tax number or identification number for foreign person should be stated, if it is a foreign national, a certified copy of the passport and a certified residence permit for foreign person residing in Turkey should be attached.
  • The names of the officials should be written without abbreviation in the resolutions of the general assembly and the board of directors.

JOINT STOCK COMPANY GENERAL ASSEMBLY MEETINGS THAT ARE REQUIRED TO HAVE A MINISTRY REPRESENTATIVE

Joint stock company general assembly meetings that are required to have a “Ministry Representative” are regulated in Article 32 of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” published in the Official Gazette dated 28.11.2012 and numbered 28481.

According to this, it is obligatory to have a “Ministry Representative” at the following joint stock company general assembly meetings:

1-) At all general assembly meetings of companies whose establishment and capital changes are subject to the permission of the ministry (Accordingly; The participation of the “Ministry Representative” will be mandatory at the general assemblies of joint stock companies of banks, leasing companies, factoring companies, consumer finance and card services companies, asset management companies, insurance companies, holdings established as joint stock companies, companies operating foreign exchange kiosks, companies dealing with public merchandising, agricultural products licensed warehousing companies, product specialized stock exchange companies, independent audit companies, surveillance companies, technology development zone management companies, companies subject to the Capital Markets Law dated 28/7/1981 and numbered 2499, and free zone founder and operator)

2-) At the general assembly meetings of companies that implement the electronic participation system in their general assemblies.

3-) At all general assembly meetings to be held abroad

4-) All privileged shareholders to be held abroad at special general assembly meetings

5-) At the general assembly meetings with the agenda of increasing or decreasing the capital.

6-) At the general assembly meetings with the agenda of issues related to transitioning to the registered capital system or exiting the registered capital system, increasing the ceiling of the registered capital system.

7-) At the general assembly meetings that have a change in the articles of association regarding the change of the field of activity on the agenda.

😎 At general assembly meetings that have merger, division or type change issues on the agenda.

NOTE:

  • It is not obligatory for a Ministry representative to be present at the general assembly meetings other than the ones listed above, at the general assembly meetings of single shareholder companies and at the special meetings of privileged shareholders, excluding companies whose establishment and articles of association are subject to the permission of the Ministry.

WARNING:

  • The internal directive to be prepared in accordance with the provisions of the “Regulation on the Procedures and Principles of the General Assembly Meetings of Joint Stock Companies and the Representatives of the Ministry of Customs and Trade to Attend These Meetings” must be submitted for approval at the first ordinary general assembly meeting. Under the internal directive regarding the general assembly meeting procedures and principles, the signature of the member of the board of directors and the chairman of the meeting must be signed and the text of the internal directive must be submitted in two copies.

Please contact us for your questions regarding joint stock company general assembly meetings in Turkey. info@karenaudit.com


Source: RKaren Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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How to Establish a Joint Stock Company in Turkey?

October 8, 2021

We will give brief information in this article about the procedures required to establish a Joint Stock Company in Turkey and the documents to be prepared.

Joint Stock Company establishments in Turkey can be done in a short time. Of course, first of all, the business plans of the shareholders and investors should be negotiated and the most suitable company type for investment and the qualifications of this company (capital, management, etc.) should be determined.

Draft documents are prepared according to the criteria determined as a result of the negotiations and submitted to the approval of the founding shareholders. After approval, the company’s Articles of Association are entered into the Central Registry System (CRS). Then, an appointment is made for the physical submission of the incorporation documents to the Trade Registry Office.

An application must be made from the Central Registry System and an appointment must be made from the Central Registry System with the request number. It is necessary to be present at the regional representative on the day and time of the appointment.

The documents to be prepared and submitted for the establishment of the Joint Stock Company and explanations about them are given below.

1-) Petition

  • It must be signed by the company’s Board of Directors or authorized members, if signed by proxy, the original or certified copy of the power of attorney must be attached, the tax office to which the company will be affiliated must be specified, and the accompanying document must be included. In the petition, the title of the company, the capital center opening date and the subject of the actual activity on that date should be clearly indicated together with the NACE code, and it should be written that the responsibility belongs to the person or persons who signed the petition if it is determined that this information is correct.

2-) Chamber registration declaration (Must be signed by authorized persons – there must be pictures of shareholders)

3-) If there is a foreign shareholder, 1 copy of the establishment notification form 

4-) Translated notarized passport copies of foreign real person shareholders, tax number to be obtained from the tax office or a document showing the identification numbers for foreigners, and a notarized residence permit if residing in Turkey

5-) If the Articles of Association prepared in the CRS is to be signed by the shareholders, the shareholders must be present at the relevant unit at the appointment time. If the Articles of Association is to be signed by proxy, the shareholders do not need to come to the Directorate if the wet signed power of attorney is submitted, it is sufficient for the person to whom the power of attorney is given.

6-) Signature statements of persons authorized to represent the company, other than the shareholders, can be prepared in our Directorate or in other directorates to be sent to our Directorate, as well as at a notary public.

7-) Four out of ten thousand of the capital, the Competition Authority’s share, must be deposited to the Chamber’s cashier.

😎 Bank letter showing the name, surname / title of the shareholders of the company who deposited money into the bank account opened, indicating that the minimum amount specified in the law or the Articles of Association is paid, as well as the amounts deposited by each shareholder and the total deposited amount (In case the whole or part of the company’s capital is committed in cash, at least ¼ of the nominal value of the shares committed in cash must be paid before the registration and the remainder within twenty-four months following the registration of the company.) Only one receipt is not accepted. 

9-) The original or certified copies of the expert’s report on the valuation prepared by the court-appointed expert regarding the determination of the capital in kind and the businesses to be taken over during the establishment and the value of the capital in kind, and the original or certified copies of the court’s expert appointment letter 

10-) The original of the letter to be taken from the relevant registry stating that there is no restriction on the capital in kind.

11-) The original document showing that the immovable, intellectual property rights, and the real property, which are registered as capital in kind, are annotated to the registers where they are registered.

12-) Agreements made with the company being established, the founders and other persons and related to the establishment, including those regarding the takeover of the month and businesses

13-) For companies whose establishment is subject to the permission or approval of the Ministry or other official institutions, the original copy of this permission or approval letter

14-) A document confirming that non-shareholder members of the board of directors accept the assignment. In this document, the place of residence, nationality, identity number if a Turkish citizen, tax number if a foreign national or identification number for foreigners should be stated. If it is a foreign national, a certified copy of the passport and a notarized residence permit for foreign nationals residing in Turkey must be attached.

15-) In case the legal person is elected to the board of directors, notarized copy of the authorized body decision (In case the legal entity is a foreign person, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made) of the legal person board member, taken together with the legal person and on behalf of the legal person, including the real person’s name, surname, address, nationality and TR identity number (tax number for foreign persons or identification number for foreign persons), and if a foreign natural person is determined on behalf of the legal person and this foreign natural person is also residing in Turkey, the residence permit and a notarized copy of the passport with Turkish translation.

16-) If the member of the board of directors is a foreign legal person, the document containing the current registry records of the legal person  (This document must be approved by the Turkish Consulate in the country the company is subject to or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.)

  • If there is a foreign legal shareholder / legal authorized person, the tax number should be stated in the Articles of Association.

17-) In case the parents of the underage company shareholder or any of the parents are shareholders in the company, the decision to appoint a trustee from the court for the underage shareholder

18-) In customs consultancy companies, notarized customs consultancy permit document of the shareholders and authorized managers in customs procedures appointed from outside must be submitted. In authorized customs consultancy companies, a notary approved AUTHORITY CERTIFICATE from the Undersecretariat of Customs of the shareholders must be submitted.

19-) If municipalities and other local administrations and their unions are among the founders of the company to be established, a copy of the President’s decision permitting the participation of these organizations

MOREOVER;

THE FOLLOWING ISSUES MUST BE CONSIDERED AND THE LISTED DOCUMENTS IN SOME CASES MUST BE ADDED.

  • Trade Name Reminder
  • In the Articles of Association, the names and surnames of all shareholders, members of the board of directors and managers, as well as their place of residence, citizenship and Turkish Republic identification numbers (tax number for foreign persons or identification number for foreign persons) will be specified.

ESTABLISHMENT OF JOINT STOCK COMPANIES WITH SINGLE SHAREHOLDER

In joint stock companies with one shareholder, the application must be submitted with the documents required in joint stock companies with more than one shareholder. Also, any other document is not required.

For detailed information about the establishment of a joint stock company in Turkey, please contact us.

info@karenaudit.com


Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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How to Establish a Limited Liability Company in Turkey?

October 7, 2021

We will provide brief information in this article about the procedures and documents required to establish a Limited Liability Company in Turkey.

Limited liability company establishments in Turkey can be carried out in a short time. Of course, first of all, the business plans of the shareholders and investors should be negotiated and the most suitable company type for investment and the qualifications of this company (capital, management, etc.) should be determined.

Draft documents are prepared according to the criteria determined as a result of the negotiations and submitted to the approval of the founding shareholders. After confirmation, the company’s Articles of Association are entered into the Central Registry System (CRS). Then, an appointment is made for the physical submission of the incorporation documents to the Trade Registry Office.

An application and an appointment must be made from the Central Registry System with the request number. It is necessary to be present at the regional representative on the day and time of the appointment.

Documents to be prepared and submitted for the establishment of a Limited Liability Company and explanations about them are given below.

1-) Petition

  • It should be signed by all company managers, if signed by proxy, the original or certified copy of the power of attorney should be attached, the tax office to which the company will be affiliated should be specified, and the accompanying document should be included. In the petition, the title of the company, the capital center opening date and the subject of the actual activity on that date should be clearly indicated together with the NACE code, and it should be written that the responsibility belongs to the person or persons who signed the petition if it is determined that this information is correct.

2-) Chamber registration declaration

  • It must be signed by the authorized persons and there must be pictures of the shareholders.

3-) If there is a foreign shareholder, 1 copy of the establishment notification form

  • Relevant fields must be filled and signed by the authorized person.

4-) Translated notarized passport copies of foreign natural person shareholders, tax number to be obtained from the tax office or a document showing the identification numbers for foreign persons, and a notarized residence permit if residing in Turkey.

5-) If the Articles of Association prepared on the CRS is to be signed by the shareholders, they must be present at the relevant unit at the appointment time. If the Articles of Association is to be signed by proxy, the shareholders do not need to come to the Directorate if the wet signed Power of Attorney is submitted, it is sufficient for the person to whom the Power of Attorney is given.

6-) If there is a manager other than the shareholders, the managers must be present at the relevant unit at the appointment time. The signature statement will be issued under the company title.

7-) Documentation of acceptance of the position for non-shareholder managers.

  • In this document, the place of residence, nationality, identity number if it is a Turkish citizen, tax number if it is a foreign person or identification number for foreign persons should be stated, if it is a foreign person, a notarized copy of the passport and a certified residence permit for the foreign person residing in Turkey should be attached.

😎 If the legal person is elected to the directorate, a notarized copy of the decision of the authorized body (In case the legal entity is a foreign person, this decision must be approved by the Turkish Consulate in the country where the company is subject or in accordance with the provisions of the Agreement on Removal of the Obligation of Certification of Foreign Official Documents and their notarized Turkish translations must be made), including the name, surname, address, nationality and TR identity number (tax number for foreign persons or identification number for foreigners) of the real person determined by the legal person and on behalf of the legal person, and a notarized copy of the decision of the legal person. If the determined real person is a foreign person and residing in Turkey, a residence permit and a notarized copy of the passport with Turkish translation.

9-) In case the manager is a foreign legal entity, the document containing the current registry records of the legal entity

  • This document must be approved in accordance with the provisions of the Turkish Consulate in the country the company is subject to or the Agreement on Removal of the Obligation of Certification of Foreign Official Documents, and their notarized Turkish translations must also be made.
  • If there is a foreign legal shareholder / legal authority, the tax number should be specified in the articles of association.

10-) Four out of ten thousand of the capital belonging to the Competition Authority’s share is taken to the chamber cashier at the time of payment.

11-) In case of a cash commitment, the statement “The nominal values of the shares committed in cash will be paid within twenty-four months following the registration of the company” should be included in the capital clause.

12-) The original or certified copies of the expert report on the valuation prepared by the court-appointed experts regarding the determination of the capital in kind and the enterprises to be acquired during the establishment and the value of the capital in kind, and the original or certified copies of the court’s expert appointment letter

13-) A letter from the relevant registry stating that there is no restriction on the capital in kind,

14-) A document showing that the real estate, intellectual property rights and other capital in kind are annotated to the registries where they are registered.

15-) In case the parents of the underage company shareholder or any of the parents are shareholders in the company, the decision to appoint a trustee from the court for the underage shareholder

16-) In customs consultancy companies, notarized customs consultant permission certificate or authorized customs consultant permission certificate of the shareholders and, if any, of the authorized managers in the customs operations appointed from outside, in the customs consultancy companies, the shareholders’ notary approved authorization certificate obtained from the Undersecretariat of Customs

17-) If there are municipalities and other local administrations and unions established by them among the founders of the company to be established, a copy of the President’s decision permitting the participation of these organizations

18-) Incorporation-related agreements with the company being established, the founders and other persons, including those relating to the acquisition of in-kind assets and the business

Moreover, the following points should be noted:

  • Trade Name Reminder
  • In a limited liability company, the capital share of each shareholder must be 25 TL and its multiples.
  • While arranging the capital clause of the Articles of Association, the nominal value of the capital shares and the number of shares belonging to the shareholder must also be specified.
  • In the Articles of Association, the names and surnames of all shareholders and managers, as well as their place of residence, citizenship and the Republic of Turkey identification numbers (tax number of foreign persons or identification number for foreigners) will be specified.
  • In accordance with Turkish Commercial Code 623/1, at least one of the company’s shareholders must be elected as a manager with unlimited management and representation power.

Establishment of Single Shareholder Limited Liability Companies

In limited liability companies with one shareholder, the application must be submitted with the documents required in limited liability companies with more than one shareholder. Any other document is not required.

For detailed information about the establishment of a limited liability company, please contact us.

info@karenaudit.com


Source: Karen Audit – Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


Read more

Does a work permit count as a residence permit?

16.09.2021

The work permit or work permit exemption granted in accordance with International Labor Law No. 6735 replaces the residence permit in accordance with Article 27 of the Law No. 6458. However, work permits issued to International Protection Applicants, Conditional Refugee and Temporary Protection statuses do not replace residence permits.

(For your questions: info@karenaudit.com)


Source: Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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To which banks can we pay the fee for the work permit?

16.09.2021

Banks where fees can be paid are:

– T.C. Ziraat Bankası

– T. Vakıflar Bankası

– T. Halk Bankası

Payments made to another bank, tax offices or online, other than the branches of the specified banks, will not be considered valid. Fee receipt for the payment will not be submitted by the Ministry. If the requested fee and valuable paper fee is not paid within 30 days from the notification date, the work permit application is canceled.

(For your questions: info@karenaudit.com)


Source: Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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After the work permit expires, the foreign person must leave the country within 10 days. Can I apply for a work permit for a different employer from the system without obtaining a new residence within this period?

15.09.2021

Since they do not have a current residence address, they cannot apply in Turkey. However, if a new residence is obtained, he/she can apply domestically, and if the residence is not obtained, he/she can apply abroad.

(For your questions: info@karenaudit.com)


Source: Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


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Does the foreign person whose work permit application is rejected have the right to object?

15.09.2021

The Ministry of Family and Social Services notifies the foreign person or the employer, if any, of the decision regarding the rejection of the request for a work permit or its extension, the cancellation of the work permit or the expiration of the work permit. Objections to the decisions to be made by the Ministry can be made within thirty (30) days from the date of notification. In case of rejection of the objection, an administrative jurisdiction may be resorted.

(For your questions: info@karenaudit.com)


Source: Translated by Karen Audit – The rights of this translation belong to KarenAudit and unauthorized use is prohibited.
Legal Notice: The information in this article is intended for information purposes only. It is not intended for professional information purposes specific to a person or an institution. Every institution has different requirements because of its own circumstances even though they bear a resemblance to each other. Consequently, it is your interest to consult on an expert before taking a decision based on information stated in this article and putting into practice. Neither Karen Audit nor related person or institutions are not responsible for any damages or losses that might occur in consequence of the use of the information in this article by private or formal, real or legal person and institutions.


Read more